Item 1.01 Entry Into A Material Definitive Agreement.

Reference is made to that certain Convertible Note Purchase Agreement dated as of April 11, 2022 (the "Agreement") by and between Ainos, Inc., a Texas corporation (the "Company") and ASE Test, Inc. (collectively the "Purchaser"). The Purchaser is a member of the board of directors of the Company's controlling shareholder, Ainos, Inc., a Cayman Islands corporation.

Pursuant to the Agreement the Purchaser paid a total of $500,000 U.S.D. (the "Principal Amount") to the Company in exchange for a Convertible Promissory Note issued by the Company in the Principal Amount (the "Convertible Note").

The Principal Amount of the Convertible Note is payable in cash on March 30, 2027, although the Company may prepay the Convertible Note in whole or in part without penalty. The Convertible Note is non-interest bearing. If not earlier repaid, the Convertible Note will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Note may become convertible, immediately prior to the closing of any public offering of the Company's common stock as result of which the Company's common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Note, will be eighty percent (80%) of the initial public offering price of the offering.

The foregoing description of the Agreement and Convertible Note are not complete and are qualified in their entirety by the text of the Agreement and the Convertible Note, forms of which are attached as Exhibit 2.1 and 10.1, respectively and incorporated herein by this reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The matters set forth under Sections 1.01 and 8.01 of this report are incorporated herein by this reference.

Item 8.01 Other Events

Reference is made to that certain Convertible Note Purchase Agreement dated as of March 31, 2022 (the "Agreement") by and between Ainos, Inc., a Texas corporation (the "Company") and Yun-Han Liao (collectively the "Purchaser"). The Purchaser is the daughter of We Hui-Lan, the Company's Chief Financial Officer.

Pursuant to the Agreement the Purchaser paid a total of $50,000 U.S.D. (the "Principal Amount") to the Company in exchange for a Convertible Promissory Note issued by the Company in the Principal Amount (the "Convertible Note").

The Principal Amount of the Convertible Note is payable in cash on March 30, 2027, although the Company may prepay the Convertible Note in whole or in part without penalty. The Convertible Note is non-interest bearing. If not earlier repaid, the Convertible Note will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Note may become convertible, immediately prior to the closing of any public offering of the Company's common stock as result of which the Company's common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Note, will be eighty percent (80%) of the initial public offering price of the offering.

The foregoing description of the Agreement and Convertible Note are not complete and are qualified in their entirety by the text of the Agreement and the Convertible Note, forms of which are attached as Exhibit 2.1 and 10.1, respectively and incorporated herein by this reference.

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Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d) Exhibits



Exhibit No.   Description

  2.1           Form of Convertible Note Purchase Agreement

10.1 Form of Convertible Promissory Note

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